SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 15, 2002
KANSAS CITY SOUTHERN INDUSTRIES, INC.
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(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
114 West 11th Street, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code:
(816) 983 - 1303
Not Applicable
(Former name or former address if changed since last report)
Item 5. Other Events
Kansas City Southern Industries, Inc. ("KCSI" or "Company") is filing under Item
5 of this Current Report on Form 8-K the information included as Exhibit 99.1 to
this report. Exhibit 99.1 is the KCSI news release, dated January 15, 2002,
announcing that Mexican courts have agreed to hear the legal actions initiated
by NAFTA Rail S.A. de C.V. ("NAFTA Rail"), a Mexican subsidiary of KCS,
challenging certain resolutions adopted by Grupo Transportacion Ferroviaria
Mexicana, S.A. de C.V. ("Grupo TFM") at the end of 2001. NAFTA Rail has
challenged certain resolutions, among others, involving approval of (i) a
dividend to the shareholders of Grupo TFM and (ii) TFM, S.A. de C.V.'s lease of
the northern half of the international railroad bridge at Laredo, Texas from
Mexrail, Inc. The resolutions were adopted at Grupo TFM with only the
affirmative vote of Grupo TMM, S.A. de C.V. ("TMM"), one of the shareholders of
Grupo TFM. NAFTA Rail pursued legal actions because it believes that the
resolutions were adopted in contravention of NAFTA Rail's minority shareholder
rights at Grupo TFM. TMM is the majority shareholder of both Grupo TFM and
Mexrail, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 Press Release issued by Kansas
City Southern Industries, Inc.
dated January 15, 2002 entitled,
"Mexican Courts Agree to Hear
Legal Actions Challenging
Unilateral Decisions by TMM" is
attached hereto as Exhibit 99.1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Kansas City Southern Industries, Inc.
Date: January 18, 2002 By: /s/ Louis G. Van Horn
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Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
Date: January 15, 2002
Kansas City Southern Media Contact: William Galligan816/983-1551
Industries, Inc. e-mail: william.h.galligan@kcsr.com
114 West 11th Street
Kansas City, MO 64105
NYSE Symbol: KSU
Mexican Courts Agree to Hear Legal Actions Challenging Unilateral Decisions by
TMM
Kansas City Southern Industries (KCS) announced today that Mexican courts have
agreed to hear the legal actions initiated by NAFTA Rail, a Mexican subsidiary
of KCS, challenging certain resolutions adopted by Grupo Transportacion
Ferroviaria Mexicana, S.A. de C.V. (Grupo TFM) at the end of last year. NAFTA
Rail has challenged certain resolutions, among others, involving approval of (i)
a dividend to the shareholders of Grupo TFM and (ii) TFM, S.A. de C.V.'s lease
of the northern half of the international railroad bridge at Laredo, Texas from
Mexrail, Inc. The resolutions were adopted at Grupo TFM with only the
affirmative vote of Grupo TMM, S.A. de C.V. (TMM), one of the shareholders of
Grupo TFM. NAFTA Rail pursued legal actions because it believes that the
resolutions were adopted in contravention of NAFTA Rail's minority shareholder
rights at Grupo TFM. TMM is the majority shareholder of both Grupo TFM and
Mexrail, Inc.
On December 21, 2001, KCS filed for injunctive relief in this matter in the
Chancellery Court of Delaware. Mexrail, Inc. is a Delaware corporation. While
the Delaware court did not grant injunctive relief, questioning its jurisdiction
over the dividend issue, it also did not rule on the merits of the lease of the
bridge, which may still be considered. Likewise, NAFTA Rail asked the Mexican
courts to consider an immediate suspension of the resolutions. The Mexican court
considering the request for immediate suspension of the payment of the dividend,
did not believe it had sufficient information to grant the immediate suspension
requested at this time, but did accept the suit for litigation on the merits of
the case.
"This matter is between KCS and TMM. We fully support Grupo TFM and its
management, and Grupo TFM continues to develop as the premiere rail carrier in
Mexico," said William Galligan, a KCS spokesman. Galligan added that: "KCS will
continue to take all actions necessary to protect its investment and its rights
in Mexico."
KCSI is listed on the New York Stock Exchange as KSU and it owns The Kansas City
Southern Railway Company and other transportation-related holdings.
This press release includes statements concerning potential future events
involving the Company, which could materially differ from the events that
actually occur. The differences could be caused by a number of factors including
those identified in KCSI's December 31, 2000 Form 10-K and the current report on
Form 8-K dated December 11, 2001, each filed by the Company with the Securities
and Exchange Commission (SEC). The Company will not update any forward-looking
statements in this press release to reflect future events or developments.